Oil Refineries announces update on possibility for a full merger

Source:Oil Refineries Ltd.
Oil Refineries Ltd. Israel

Oil Refineries Ltd. (ORL.TA) (hereinafter "the Company,""ORL"), Israel's largest integrated refining and petrochemical group, announced yesterday:

1. As part of the Company's work plan and 2013 budget, as discussed by the Board of Directors, the Company will implement efficiency measures, improvements and savings in various fields of activity in light of, among others, the current market situation, globally and in Israel.

2. A) In this context, the Company's Chairman and Vice Chairman announced their initiative and decision to give up 10% of the management fees to which they are entitled, for the year 2013. Likewise, the Company's remaining directors (including external directors), also announced their initiative and decision to give up 10% of the remuneration to which they are entitled, for the year 2013.
B) In addition, the Company's CEO and other members of the Company's management also announced their initiative and decision to give up 10% of the salary to which they are entitled (with the exception for the provisions and benefits), for the year 2013.
At the end of 2013, the management fees, remuneration of directors and managers' salaries, will automatically revert back to their level had there not been a reduction.

3. As part of the discussion of the Company's work plan and 2013 budget, the Board decided to approve an early retirement plan for dozens of the Company's employees, during the year 2013.

In addition, the Company announced that pursuant to the Company's announcement of September 5, 2012 concerning the Company's Board of Directors' instructions to assess a full merger between the Company and its wholly-owned subsidiaries, including Carmel Olefins Ltd ("CAOL"), and on account of the complexity of implementation of the said full merger, the Company's Board has directed management to assess taking the required steps to take over CAOL's debts to its financing banks and to its debenture holders. To that extent, the Company intends to contact immediately the Company's and CAOL's banks and debenture holders to obtain their agreement to the said procedure, including their agreement to draw up a single set of financial criteria for all the aforementioned creditors that shall be based upon the consolidated data of the company. Taking over CAOL's debts by the Company, as stated, will allow the Company to enjoy most of the benefits of a full merger between the companies within a relatively short time frame.

In addition to the above, CAOL has received from those banks providing it with credit their agreement to extend the validity period of the relief measures in the waivers provided to CAOL in the past by said banks, according to the terms as stated by CAOL in its announcement of today's date. As part of these letters of agreement, CAOL has undertaken to provide the banks with a guarantee from the Company or other security satisfactory to the banks in respect to CAOL's commitments to them, not later than April 15, 2013. The Company estimates that the process of taking over CAOL's debts by the Company, as described above, might be complete before the aforementioned date, and therefore the provision of a guarantee will become superfluous. In the event that the process of taking over the debts is not completed by that date, the Company sees the provision of the said guarantee as an intermediary stage in the overall program to take over CAOL's debts as stipulated above.

The above - in respect to the Company's assessment concerning the process whereby the Company takes over the debts of CAOL from its creditors, formulating financial criteria based upon the consolidated company, and timing of the above process - are forward looking statements, based inter alia on the Company's plans and assessments, and are dependent, inter alia, on the agreement of CAOL's and the Company's financing bodies. Accordingly, there can be no certainty in respect to the completion of the aforementioned process and its timing.

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